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EXHIBIT <br /> 16.5 Binding Effect; Assisnment„of Obligations.This Agreement shall bind, and <br /> shall inure to the benefit of, Grantee and City and their respective successors and assigns. Other <br /> than as expressly provided to the contrary in this Agreement, Grantee shall not assign any of its <br /> rights or obligations under this Agreement without the prior written consent of City, which <br /> consent may be withheld in City's sole and absolute discretion.Any such assignment without <br /> such consent shall,at City's option, be void. <br /> 16.6 rior Agreements-.Amendments; Consents.This Agreement contains the <br /> entire agreement between the City and Grantee with respect to the Grant,and all prior <br /> negotiations,understandings and agreements are superseded by this Agreement.No <br /> modification of this Agreement(including waivers of rights and conditions)shall be effective <br /> unless in writing and signed by the party against whom enforcement of such modification is <br /> sought,anal then only in the speck instance and for the specific purpose given. 1 <br /> 16.7 Governing Law.This.Agreement shall be governed by, and constx'ued and l <br /> enforced in accordance with, the.Caws of the,State of California. Grantee irrevocably and <br /> unconditionally submits to the jurisdiction of the Superior Court of the State of California for <br /> the County of Orange or the United States District Court of the Central District of California, as � <br /> City may deem appropriate,in connection with any legal action or proceeding arising out of or <br /> relating to this Agreement. Assuming proper service of process, Grantee also waives any <br /> objection regarding personal or in rem jurisdiction or venue. i <br /> 16.8 Severabil�f Provisions.No provision of this Agreement that is held to be <br /> unoiff-orceable or invalid shall affect the remaining;provisions,and to this end all provisions of <br /> this Agreement are hereby declared to be severable. <br /> 16.9 Headings, Article and section headings are included in this Agreement for <br /> convenience of reference only and shall not be used in construing this Agreement. <br /> 16.10 Conflicts. In the event of any conflict between the provisions of this Agreement <br /> and those of the Regulatory Agreement, this Agreement, unless otherwise expressly provided, <br /> shall prevail; provided however that, with respect to any matter addressed in the other such <br /> documents,the-Fact that one document provides for greater,lesser or different rights or obligations <br /> than the others shall not be deemed a conflict unless the applicable provisions are inconsistent <br /> and could not be simultaneously enforced or performed. <br /> 16,11 liLme of the Essence. Time is of the essence under this Agreement and in the <br /> performance of every term, covenant, and obligation contained herein. 1 <br /> 16.12 Conflict of Interest. <br /> I <br /> (a) No member, official or employee of the City shall have any direct or <br /> indirect interest in this Agreement,nor participate in any decision relating to the Agreement, <br /> which is prohibited by law, <br /> (b) Grantee covenants that it presently has no interests and shall not have <br /> interests, direct or indirect,which would conflict in any manner with performance of this <br /> Agreement. <br /> I� <br /> I <br /> a <br /> City Council 16 —41 5/19/2026 <br /> I <br />